Examples of Belgian Guarantors in a sentence
A transaction may be declared null and void if the other party knew or should have known that a decision by the Board of Directors of each of the Belgian Guarantors has been taken in violation of the conflict of interest rules as provided in Article 523 Company Code or provides a wrongful or unlawful financial advantage to any of the directors of each of the Belgian Guarantors.
Claims against the Belgian Guarantors which become due and payable on or after the bankruptcy or request for a moratorium of the Belgian Guarantors – including any claim for indemnities triggered by the bankruptcy or moratorium – are therefore not eligible for set-off.
In any proceedings taken in Belgium for the enforcement of any of the Opinion Documents, the obligations expressed to be assumed by each of the Belgian Guarantors in the Opinion Documents to which it is a party would be recognised by the courts of Belgium as its legal, valid and binding obligations and would be enforceable in the courts of Belgium.
Neither the Issuer, nor the Belgian Guarantors or their Subsidiaries carries out activities related to the manufacturing, use, repair, exhibition for sale, sale, import, export, stockpiling or transport of cluster bombs, submunitions, inert munitions or armour plating containing depleted or industrial uranium, or anti-personnel mines.
In preparing this opinion we have assumed without investigation that the Transaction Documents are legal, valid, binding and enforceable against all parties thereto other than the Belgian Guarantors, in accordance with their terms.
In our capacity as special counsel, we are not generally familiar with the affairs of the Company and the Belgian Guarantors, and the opinion below is based only on the investigations and subject to the limits stated herein.
The Belgian Guarantors will grant new Guarantees (as defined in the Indenture) in relation to the New Notes, on the date on which these New Notes are being issued (the “New Guarantees”) The law covered by this opinion is limited to the laws of Belgium on the date hereof and as generally interpreted as of the same date.
Except as otherwise indicated herein, capitalised terms used in this opinion are defined as set forth in the Purchase Agreement entered into between the Company, the guarantors named therein, including the Belgian Guarantors and Credit Suisse Securities (USA) LLC, UBS Securities LLC and Goldman, Sachs & Co. as the initial Purchasers on 22 June 2010 (the “Purchase Agreement”).
Applicable bankruptcy, insolvency, liquidation, moratorium, reorganisation or other laws relating to fraudulent conveyances, judicial decisions or principles of equity relating to or affecting the enforcement of creditor’s rights or contractual obligations generally, including statutes of limitation, may affect the enforceability of the obligations of the Belgian Guarantors under the Transaction Documents and the New Guarantees.
In preparing this opinion we have assumed without investigation that the Transaction Documents are valid, binding and enforceable against all parties thereto other than the Belgian Guarantors, in accordance with their terms.